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AIRCRAFT LEASE AGREEMENT

Aircraft Lease Agreement

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This Aircraft Lease Agreement involves

JOSTENS INC | JOSTENS HOLDING CORP.,

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Title: AIRCRAFT LEASE AGREEMENT
Governing Law: Minnesota     Date: 4/1/2004
Industry: JEWLRY     Sector: CYCLIC

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Exhibit 10

Exhibit 10.10

 

AIRCRAFT LEASE AGREEMENT

 

This Aircraft Lease Agreement (“Lease”) is made and entered into as of March 15, 2004, by and between JOSTENS HOLDING CORP., a Delaware corporation (“Lessor”), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437, and JOSTENS, INC., a Minnesota corporation (“Lessee”), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437.

 

W I T N E S S E T H

 

WHEREAS, Lessor has purchased a certain Citation CJ2 aircraft, manufacturer’s serial number 111, current registration number N219FL, including two (2) Williams/Rolls Royce FJ44-2C aircraft engines, bearing manufacturer’s serial numbers 126090 and 126091 installed thereon (collectively the “Aircraft”);

 

WHEREAS, Lessee desires to Lease the Aircraft from Lessor on the terms and subject to the conditions set forth herein; and

 

WHEREAS, Lessor and Lessee desire that all flight operations conducted by Lessee under this Lease be conducted pursuant to Part 91 of the Federal Aviation Regulations and that this Lease not be construed as giving rise to air taxi operations under Part 135 of the Federal Aviation Regulations.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.                                       Lease of Aircraft.  Pursuant to the terms and conditions of this Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft for the term of this Lease.

 

2.                                       Fees.  In consideration for Lessor’s lease of the Aircraft to Lessee, Lessee shall pay to Lessor aircraft lease fees as set forth on the Lease Supplement attached hereto (the “Aircraft Lease Fees”) in such amounts and at such times as are set forth therein.

 

3.                                       Term.  This Lease shall commence on the date hereof and shall continue in effect for a period of one year, and shall automatically renew on an annual basis unless either party shall give notice to the other that it desires to terminate or unless terminated earlier in accordance with the terms hereof.

 

4.                                       Costs of Operation.  All costs of operating the Aircraft, including, without limitation, costs of aviation fuel, oil and additives for the Aircraft, shall be for the account of, and paid by, Lessee.

 

5.                                       Repair and Maintenance; Logbooks and Records.

 

(a)                                  Lessee hereby represents and warrants to Lessor that the Aircraft shall be maintained in good flying condition in conformity with all applicable federal and state laws, rules and regulations.  All routine Aircraft inspections, maintenance and services shall be for the account of, and paid by, Lessor.

 



 

(b)                                 Lessee shall maintain all logs, manuals, inspection data, modification and overhaul records required to be maintained with respect to the Aircraft (collectively, “Logbooks”).

 

6.                                       Inspection Right.  Lessor or its designee shall have the right to inspect the Aircraft at any reasonable time upon reasonable advance notice.  At the time of such inspection, Lessee shall make available to Lessor or its designee the Logbooks.

 

7.                                       Disclaimer of Warranty.  NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, LESSOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY AS TO AIRWORTHINESS, DESIGN, VALUE, CONDITION, SUITABILITY, ABSENCE OF ANY LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES.  LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES OR (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT.  IN NO EVENT SHALL LESSOR BE LIABLE TO LESSEE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE.

 

8.                                       Insurance.  Lessor shall purchase and maintain insurance policies covering full hull damage for the Aircraft, and passenger and public liability with such coverage as Lessor deems satisfactory.  Lessor shall furnish Lessee and Sublessees (if any) with evidence of such insurance naming Lessee as an insured.  Lessee shall operate the Aircraft in strict compliance with the terms, conditions and limitations of, and in the geographical areas allowed by, such insurance policies.

 

9.                                       Other Expenses.  Lessee agrees to provide its own flight following, dispatch, communications and weather briefing in connection with Lessee’s lease of the Aircraft.  All other costs and expenses in connection with Lessee’s operation of the Aircraft, including but not limited to, commissary expenses, landing fees, parking fees, hangar fees and annual registration fees or taxes, shall be paid by Lessee.

 

10.                                 Pilots.  All pilots shall be type-rated in the Aircraft and meet the minimum requirements imposed or recommended by the manufacturer of the Aircraft, the Federal Aviation

 



 

Administration or the Aircraft’s insurer, as such requirements or recommendations may change from time to time.

 

11.                                 Payments.  All payments due to Lessor under this Lease shall be paid to Lessor in immediately available funds on the date payable hereunder by wire transfer to an account specified by Lessor in a notice given to Lessee in accordance with the provisions hereof, except that if Lessor shall consent thereto or shall fail to specify an account to which wire transfer of funds shall be made, Lessee may make payment by check drawn payable to Lessor and sent to Lessor’s address, or at such other address or to such other person as the Lessor may from time to time direct by notice in writing to Lessee.

 

12.                                 Default.  Each of the following events shall constitute an “Event of Default” hereunder (whatever the reason for such event and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any administrative or governmental body):

 

(a)                                  Lessee shall fail to make any payment of any Aircraft Lease Fees within forty five (45) days after the same shall become due and such failure shall continue for thirty (30) days after Lessee’s receipt of written notice thereof given by Lessor;

 

(b)                                 Lessee shall breach any covenant, condition or agreement set forth in this Lease;

 

(c)                                  Lessee shall or shall attempt to remove, sell, transfer, encumber, part with possession of, or assign the Aircraft or any part thereof, except as permitted by Section 17 hereof;

 

(d)                                 Lessee shall use or permit the Aircraft to be used for any criminal or unlawful purpose, or the Aircraft shall be subject to seizure or confiscation for alleged criminal or unlawful purposes;

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